KHCKraft Heinz
We are driving transformation at The Kraft Heinz Company (Nasdaq: KHC), inspired by our Purpose, Let’s Make Life Delicious. 10-K, Item 1
- Employees
- 35,000
- Headquarters
- Pittsburgh, PA
- CEO
- Steven A. Cahillane
- Next results
- around Feb 10, 2027
30 paragraphs in Risk Factors of the 10-K filed Feb 12, 2026 with nothing like them in the 10-K filed Feb 13, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 31 Consumer staples companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
Our business is subject to various risks and uncertainties. In addition to the risks described elsewhere in this Annual Report on
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The Separation is subject to various risks and uncertainties, involves significant time, expense, and resources and may be further delayed or we may decide to cease work related to the Separation entirely.
On September 2, 2025, we announced our intention to separate our company into two independent publicly traded companies through a tax-free spin-off. On February 11, 2026, we announced that the Board has decided to pause work related to the Separation. If work related to the Separation is resumed, the Separation would be subject to the satisfaction of customary conditions, including final approval by the Board, receipt of favorable tax opinions of our U.S. tax advisors with respect to the tax-free nature of the Separation, and the effectiveness of appropriate filings with the U.S. Securities and Exchange
Similar paragraph at 1 of 31 other Consumer staples companies: KDPCommission. The failure to satisfy any of the required conditions could further delay the completion of the Separation or prevent it from occurring at all.
The Separation is complex in nature, and unanticipated developments or changes, including changes in the law, macroeconomic environment, regulatory and political conditions and competitive conditions of our markets, the need both to receive regulatory approvals or clearances and to satisfy the requirements to effectuate a generally tax-free transaction, the uncertainty of the financial markets and challenges in executing the Separation, could further delay or prevent the completion of the Separation or cause the Separation to occur on terms or conditions that are different or less favorable than expected. Any changes to the Separation or further delay in completing the Separation could cause us not to realize some or all of the expected benefits, or realize them on a different timeline than currently expected. Further, our Board could decide, either because of a failure of conditions or because of market or other factors, to further delay or abandon the Separation. No assurance can be given as to whether and when the Separation will occur.
Similar paragraph at 1 of 31 other Consumer staples companies: KDPWhether or not we complete the Separation, our ongoing business may be adversely affected and we may be subject to certain risks and consequences if we pursue the Separation, including the following:
Similar paragraph at 1 of 31 other Consumer staples companies: KDP•The process of completing the Separation will be time-consuming and involve significant additional costs and expenses, which may not yield a discernible benefit if the Separation is not completed, and pausing efforts on the Separation could lead to higher execution costs and expenses, if we resume efforts to pursue the Separation, than we would have otherwise incurred without such pause.
Similar paragraph at 1 of 31 other Consumer staples companies: KDP•Executing the Separation will require significant time and attention from our senior management and employees, which may divert management’s attention from operating and growing our business and could adversely affect our business, financial condition, results of operations, or cash flows.
•We may also experience increased difficulties in attracting, retaining, and motivating employees during the pendency of the Separation and following completion of the Separation, which could harm our businesses.
Similar paragraph at 1 of 31 other Consumer staples companies: KDP•The assumptions underlying expectations regarding the integration process, including with respect to the Separation may prove to be faulty and/or inaccurate.
•Some of our customers or suppliers may delay or defer decisions or may end their relationships with us.
Similar paragraph at 1 of 31 other Consumer staples companies: KDP•We may experience negative reactions from the financial markets if we fail to complete the Separation or fail to complete it on a timely basis.
Similar paragraph at 1 of 31 other Consumer staples companies: KDP•The announcement of the Separation, and any changes regarding the timing of the Separation, may create greater volatility in the trading price of our shares and potentially cause market prices to decline.
Similar paragraph at 1 of 31 other Consumer staples companies: KDPAny of the above factors could cause the Separation (or the failure to execute the Separation) to have a material adverse effect on our business, financial condition, results of operations, or cash flows.
Similar paragraph at 10 of 31 other Consumer staples companies: DLTR, KDP, KMB, KVUE, MNST, MO, PM, SJM and 2 moreThe Separation if completed, may not achieve the anticipated benefits and will expose us to new risks.
We may not realize the anticipated strategic, financial, operational, or other benefits from the Separation if completed. We cannot predict with certainty when the benefits expected from the Separation will occur or the extent to which they will be achieved. If the Separation is completed, our operational and financial profile will change and we will face new risks. As independent, publicly traded companies, the newly created companies will each be smaller, less-diversified companies and may be more vulnerable to changing market conditions. There is no assurance that following the Separation each separated company will be successful. The announcement and/or completion of the Separation, as well as any delays relating to the completion of the Separation, may cause uncertainty for or disruptions with our customers, partners, suppliers, and employees, which may negatively impact these relationships or our operations. In addition, we will incur one-time costs and ongoing costs in connection with, or as a result of, the Separation, including costs of operating as independent, publicly-traded companies that the two businesses will no longer be able to share. Those costs may exceed our estimates or could negate some of the benefits we expect to realize. Further, our future effective tax rate, which is impacted by a number of factors including changes in the valuation of our deferred tax assets and liabilities, changes in geographic mix of income, changes in expenses not deductible for tax, and changes in available tax credits, may be negatively impacted for each separated company due to deviations in these factors from our current estimates, such as changes to our current assessments of the realization of existing deferred tax assets. If we do not realize the intended benefits or if our costs exceed our estimates, the separated businesses could suffer a material adverse effect on their respective business, financial condition, results of operations, or cash flows.
Similar paragraph at 1 of 31 other Consumer staples companies: KDPThe Separation if completed, may adversely impact our ability to access the capital markets and our cost of capital.
•Requiring us to dedicate significant cash flow to our debt, including, without limitation, the payment of principal and interest, payment of costs associated with the refinancing, repayment, redemption, repurchase, defeasance, discharge or exchange of the Company’s outstanding debt, and payment of costs associated with the Separation, which will
•Exposing us to interest rate risk at the time of refinancing outstanding debt or on the portion of our debt obligations that are issued at variable rates.
•Increasing the borrowing costs associated with the re-allocation or taking on of new debt.
•Although we expect to maintain investment grade ratings, resulting in downgrades of our credit ratings leading to increased borrowing costs to the Company.
Our primary sources of liquidity to finance operations, including stock repurchases and dividends on our common stock, is cash generated by our businesses and access to the debt capital markets. Further, in connection with the Separation, we may repay, redeem, repurchase, defease, discharge or exchange some or all of our senior notes, of which there are approximately $20.9 billion aggregate principal amount outstanding, with maturities in years starting in 2026 through 2050. If our ability to continue to raise money in the debt capital markets is impaired, or if there is a significant increase in the cost of debt, there could be an adverse effect on our liquidity. If we are unable to generate sufficient cash flow or maintain access to adequate external financing, it could impact our current operations, activities under our current and future stock buyback programs, and our growth opportunities, which could have a material adverse effect on our business, financial condition, results of operations, or cash flows.
If the Separation and/or certain related transactions do not qualify as transactions that are generally tax-free for U.S. federal income tax purposes, we and our stockholders could be subject to significant tax liabilities.
Notwithstanding that we intend to structure the Separation to generally be a tax-free transaction, there is no assurance that the spin-off and/or certain related transactions will qualify for this treatment. If the spin-off and/or certain related transactions are completed and are ultimately determined to be taxable, we and our stockholders could be subject to significant U.S. federal income taxes.
Following the Separation, the price of shares of the Company’s common stock may fluctuate significantly.
The Company cannot predict the effect of the Separation on the trading price of shares of its common stock, and the market value of shares of its common stock may be less than, equal to or greater than the market value of shares of its common stock prior to the Separation. In addition, the price of the Company’s common stock may be more volatile around the time of the Separation.
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We may be unaware of intellectual property rights of others that may cover some of our technology, brands, or products. Any
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Our debt instruments contain customary representations, warranties, and covenants, including a financial covenant in our senior
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we are paid in a different currency. As a result, factors associated with our international operations, including changes in foreign currency exchange rates, could significantly affect our results of operations and financial condition.
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securities and other investments. Additionally, the annual costs of benefits vary with increased costs of health care and the outcome of collectively bargained wage and benefit agreements.
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New in the latest 10-Q
14 paragraphs in the 10-Q filed Nov 4, 2026 with nothing like them in the 10-Q filed Aug 5, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
On November 3, 2026, we entered into a definitive agreement to divest our North America coffee business to an affiliate of One Rock Capital Partners, LLC at an enterprise value of $ 650 million. The Company will retain a 30 % non-controlling equity stake in the business. The transaction is subject to regulatory approval and other customary closing conditions and is expected to close in mid-2027.
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As described in Note 1, Basis of Presentation, effective July 1, 2026, we combined our WEEM and AEM operating segments to form the Emerging Markets operating segment. Additionally, we moved the remaining European countries within the WEEM operating segment into the Europe and Pacific Developed Markets operating segment. Subsequently, we manage our operating results through three operating segments, all of which are reportable segments: North America, Europe and Pacific Developed Markets, and Emerging Markets. The reorganization resulted in a change to our operating and reportable segments and impacted how we define our existing reporting units, resulting in a goodwill triggering event as further discussed below.
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We performed our 2026 annual impairment test as of June 28, 2026, which was the first day of our third quarter of 2026. We performed a qualitative impairment test, given the proximity of our annual impairment test date to the interim impairment test performed as of the end of the second quarter of 2026. We did not identify any impairments to goodwill as a result of our annual impairment test.
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In addition, as of July 1, 2026, the organizational changes discussed above resulted in a change to certain reporting units. Our Western Europe (“WE”); Europe, Middle East, Africa (“EMEA East”); and Asia reporting units were reorganized into four reporting units: Europe; EurAsia; China; and Middle East and Africa (“MEA”). Our Australia, New Zealand, and Japan (“ANJ”); Latin America (“LATAM”); and all North America reporting units remained unchanged.
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As a result of this reorganization, we reassigned assets and liabilities to the Europe, EurAsia, China, and MEA reporting units and allocated goodwill using the relative fair value approach. We performed an interim impairment test on the affected reporting units on both a pre- and post-reorganization basis.
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As of their latest impairment test, the goodwill carrying amount was $ 10.1 billion in our Taste Elevation (“TE”) reporting unit, $ 7.3 billion in our Hydration, Desserts, & Meals (“HDM”) reporting unit, $ 1.2 billion in our Meat, Cheese, Coffee, & Snacks (“MCCS”) reporting unit, $ 650 million in our Europe reporting unit, $ 258 million in our China reporting unit, and $ 80 million in our Away From Home & Kraft Heinz Ingredients (“AFH”) reporting unit. There is no goodwill remaining in our ANJ, Canada, EurAsia, MEA, LATAM, and Other North America reporting units.
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As a result of this reorganization, we reassigned assets and liabilities to the applicable reporting units and allocated goodwill using the relative fair value approach. We performed an interim impairment test on the affected reporting units on both a pre- and post-reorganization basis.
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We performed our pre-reorganization impairment test as of June 29, 2025, which was our first day of the third quarter of 2025. There were five reporting units affected by the reassignment of assets and liabilities that maintained a goodwill balance as of our pre-reorganization impairment test date. These reporting units were TMS, HD, MC, AFH, and CNAC. Our Other North America reporting unit did not have a goodwill balance as of our pre-reorganization impairment test date.
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We performed our 2026 annual impairment test as of June 28, 2026, which was the first day of our third quarter of 2026. We performed a qualitative impairment test, given the proximity of our annual impairment test date to the interim impairment test performed as of the end of the second quarter of 2026. We did not identify any indefinite-lived intangible asset impairments as a result of our annual impairment test.
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September 26, 2026 December 27, 2025 Gross Accumulated Net Gross Accumulated Net(a)
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The increase in the fair value of the Company’s net derivative position from December 27, 2025 to September 26, 2026 was primarily due to favorable energy and dairy contract prices relative to market forward prices at September 26, 2026. These gains remain subject to commodity price changes and may differ from amounts ultimately realized.
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Cost of products sold Interest expense Other expense/(income) Cost of products sold Interest expense Other expense/(income)
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Total amounts presented in the condensed consolidated statements of income in which the following effects were recorded $ 4,127 $ 210 $ (39) $ 4,247 $ 240 $ (22)
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Total gains/(losses) recognized in statements of income $ 81 $ 7 $ (12) $ (33) $ 7 $ (11)
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 4, 2026 against Item 1A of the 10-K filed Feb 12, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 27, 2025.
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
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